Page 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(MARK ONE)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1998
--------------------------------
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 1-2999
------------------------------
CHRIS-CRAFT INDUSTRIES, INC.
----------------------------
(Exact name of Registrant as specified in its charter)
Delaware 94-1461226
- ---------------------------- -------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
767 Fifth Avenue, New York, New York 10153
- ------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 421-0200
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports) and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
------- -------
As of October 31, 1998 there were 24,483,731 shares of the
issuer's Common Stock outstanding and 8,041,371 shares of the
issuer's Class B Common Stock outstanding.
<PAGE>
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<TABLE>
PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CHRIS-CRAFT INDUSTRIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands of dollars)
(UNAUDITED)
-------------------------------------
<CAPTION>
September 30, December 31,
1998 1997
------------ ------------
<S> <C> <C>
ASSETS
- ------
CURRENT ASSETS:
Cash and cash equivalents $ 303,206 $ 290,009
Marketable securities (substantially
all U.S. Government securities) 1,096,253 1,211,920
Accounts receivable, net 75,032 89,472
Film contract rights 115,637 95,859
Prepaid expenses and other current assets 55,681 62,254
----------- -----------
Total current assets 1,645,809 1,749,514
----------- -----------
INVESTMENTS 75,037 50,130
----------- -----------
FILM CONTRACT RIGHTS, less current portion 32,564 26,118
----------- -----------
PROPERTY AND EQUIPMENT, net 49,643 47,402
----------- -----------
INTANGIBLE ASSETS 431,212 339,792
----------- -----------
OTHER ASSETS 14,671 13,473
----------- -----------
$ 2,248,936 $ 2,226,429
=========== ===========
<FN>
The accompanying notes to condensed consolidated financial statements
are an integral part of these statements.
</TABLE>
<PAGE>
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<TABLE>
CHRIS-CRAFT INDUSTRIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands of dollars)
(UNAUDITED)
-------------------------------------
<CAPTION>
September 30, December 31,
1998 1997
------------ ------------
<S> <C> <C>
LIABILITIES AND SHAREHOLDERS' INVESTMENT
- ----------------------------------------
CURRENT LIABILITIES:
Film contracts payable within one year $ 101,580 $ 98,033
Accounts payable and accrued expenses 132,600 131,869
Income taxes payable 44,560 33,056
----------- -----------
Total current liabilities 278,740 262,958
----------- -----------
FILM CONTRACTS PAYABLE AFTER ONE YEAR 73,186 70,934
----------- -----------
OTHER LIABILITIES 23,567 25,089
----------- -----------
MINORITY INTEREST 471,547 484,268
----------- -----------
SHAREHOLDERS' INVESTMENT:
Prior preferred stock - $1.00 dividend;
currently authorized 73,399 shares;
outstanding 73,399 shares 1,578 1,578
Convertible preferred stock - $1.40 dividend;
currently authorized 240,567 shares;
outstanding 240,567 and 246,601 shares 4,210 4,315
Class B common stock - par value $.50 per share;
authorized 50,000,000 shares; outstanding
8,071,327 and 7,930,384 shares 4,036 3,965
Common stock - par value $.50 per share;
authorized 100,000,000 shares; outstanding
24,816,917 and 23,652,015 shares 13,199 12,617
Capital surplus 392,821 343,956
Retained earnings 992,111 1,010,384
Treasury stock, at cost (16,902) -
Increase to reflect marketable securities
at fair value 10,843 6,365
----------- -----------
1,401,896 1,383,180
----------- -----------
$ 2,248,936 $ 2,226,429
=========== ===========
<FN>
The accompanying notes to condensed consolidated financial statements
are an integral part of these statements.
</TABLE>
<PAGE>
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<TABLE>
CHRIS-CRAFT INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands of dollars except per share data)
(UNAUDITED)
-----------------------------------------------
<CAPTION>
Three Months Nine Months
Ended September 30, Ended September 30,
---------------------- ----------------------
1998 1997 1998 1997
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
OPERATING REVENUES $ 107,352 $ 110,907 $ 338,011 $ 341,338
---------- ---------- ---------- ----------
OPERATING EXPENSES:
Expenses directly associated
with revenues 55,143 57,400 165,293 167,433
Selling, general and
administrative 27,570 34,698 104,251 107,825
---------- ---------- ---------- ----------
82,713 92,098 269,544 275,258
---------- ---------- ---------- ----------
Operating income 24,639 18,809 68,467 66,080
---------- ---------- ---------- ----------
OTHER INCOME (EXPENSE):
Interest and other income, net 19,983 20,558 59,707 60,217
Equity in United Paramount
Network loss (10,438) (19,579) (52,819) (53,881)
Gain on change of ownership
in United Paramount Network - - - 152,224
---------- ---------- ---------- ----------
9,545 979 6,888 158,560
---------- ---------- ---------- ----------
Income before income taxes
and minority interest 34,184 19,788 75,355 224,640
INCOME TAX PROVISION 13,000 9,100 28,500 92,100
---------- ---------- ---------- ----------
Income before minority
interest 21,184 10,688 46,855 132,540
MINORITY INTEREST (6,679) (6,164) (18,458) (42,826)
---------- ---------- ---------- ----------
Net income $ 14,505 $ 4,524 $ 28,397 $ 89,714
========== ========== ========== ==========
Earnings per share:
Basic $ .44 $ .14 $ .86 $ 2.76
========== ========== ========== ==========
Diluted $ .35 $ .11 $ .69 $ 2.17
========== ========== ========== ==========
<FN>
The accompanying notes to condensed consolidated financial
statements are an integral part of these statements.
</TABLE>
<PAGE>
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<TABLE>
CHRIS-CRAFT INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands of dollars)
(UNAUDITED)
-----------------------------------------------
<CAPTION>
Nine Months
Ended September 30,
--------------------
1998 1997
--------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 28,397 $ 89,714
Adjustments to reconcile net income to net
cash provided from operating activities:
Film contract payments (75,654) (73,734)
Film contract amortization 61,506 68,660
Prepaid broadcast rights - 21,114
Depreciation and other amortization 16,356 14,656
Equity in United Paramount Network loss 52,819 53,881
Gain on change of ownership in United
Paramount Network - (152,224)
Minority interest 18,458 42,826
Other (2,292) 3,538
Changes in assets and liabilities:
Accounts receivable 14,440 10,563
Other assets 834 (9,826)
Accounts payable and other liabilities (3,964) 13,998
Income taxes 9,300 24,527
--------- ---------
Net cash provided from operating activities 120,200 107,693
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Station acquisition (includes $77,668 of intangibles) (80,280) -
Distribution from United Paramount Network - 116,261
Disposition (purchase) of marketable securities, net 128,648 (74,284)
Investment in United Paramount Network (57,000) (26,235)
Other investments (21,663) (4,904)
Capital expenditures, net (7,717) (6,079)
Other (1,347) (1,766)
--------- ---------
Net cash (used in) provided from
investing activities (39,359) 2,993
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Capital transactions of subsidiaries (54,410) (63,430)
Purchases of treasury stock (17,552) (12,576)
Proceeds from option exercises 4,713 11,526
Other (395) (402)
--------- ---------
Net cash used in financing activities (67,644) (64,882)
--------- ---------
NET INCREASE IN CASH AND CASH EQUIVALENTS 13,197 45,804
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 290,009 147,683
--------- ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 303,206 $ 193,487
========= =========
<FN>
The accompanying notes to condensed consolidated financial statements
are an integral part of these statements.
</TABLE>
<PAGE>
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CHRIS-CRAFT INDUSTRIES, INC.
----------------------------
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------------
1. PRINCIPLES OF CONSOLIDATION:
The accompanying condensed consolidated financial statements
include the accounts of Chris-Craft Industries, Inc. and its
subsidiaries, including Chris-Craft's majority owned (79.9% at
September 30, 1998) television broadcasting subsidiary, BHC
Communications, Inc., and BHC's majority owned (58.6% at September 30,
1998) subsidiary, United Television, Inc. (UTV). The pro rata
interests of BHC and UTV minority shareholders in the net income of
the respective companies are reflected in minority interest in the
accompanying condensed consolidated statements of income. The
minority shareholders' interests in the net assets of BHC and UTV are
reflected as minority interest in the accompanying condensed
consolidated balance sheets. Intercompany accounts and transactions
have been eliminated.
The financial information included herein has been prepared by
Chris-Craft, without audit, pursuant to the rules and regulations of
the Securities and Exchange Commission. Certain information and
footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to such rules and regulations.
However, Chris-Craft believes that the disclosures herein are adequate
to make the information presented not misleading. It is suggested
that these condensed consolidated financial statements be read in
conjunction with the financial statements and the notes thereto
included in Chris-Craft's latest annual report on Form 10-K. The
information furnished reflects all adjustments (consisting only of
normal recurring adjustments) which are, in the opinion of management,
necessary for a fair statement of the results for the interim periods.
The results for these interim periods are not necessarily indicative
of results to be expected for the full year, due to seasonal factors,
among others. Certain prior year amounts have been restated to
conform with the 1998 presentation.
2. MARKETABLE SECURITIES:
In accordance with Statement of Financial Accounting Standards
(SFAS) No. 115, "Accounting for Certain Investments in Debt and Equity
Securities", Chris-Craft classifies its marketable securities as
available-for-sale.
At September 30, 1998, Chris-Craft's marketable securities, which
consisted substantially of U.S. Government securities, had a cost of
$1,073,400,000 and a fair value of $1,096,253,000. The difference of
$22,853,000 ($10,843,000, net of income taxes and minority interests)
is reflected as an increase to shareholders' investment in the
accompanying condensed consolidated balance sheet. Of the investments
in U.S. Government securities, 97% mature within one year and all
<PAGE>
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within two years.
At December 31, 1997, Chris-Craft's marketable securities, which
consisted substantially of U.S. Government securities, had a cost of
$1,198,140,000 and a fair value of $1,211,920,000. The difference of
$13,780,000 ($6,365,000, net of income taxes and minority interests)
is reflected as an increase to shareholders' investment in the
accompanying condensed consolidated balance sheet.
3. UNITED PARAMOUNT NETWORK:
In July 1994, BHC, along with Viacom Inc.'s Paramount Television
Group, formed the United Paramount Network, a fifth broadcast
television network which premiered in January 1995. BHC owned 100% of
UPN from its inception through January 15, 1997, when Viacom completed
the exercise of its option to acquire a 50% interest in UPN. The
purchase price included $155 million in cash (an amount equal to one-
half of BHC's aggregate cash contributions to UPN through the exercise
date, plus interest), additional cash available for ongoing UPN
expenditures, as well as a non-cash contribution of UPN development
costs previously incurred by Viacom. UPN distributed $116,261,000 to
BHC pursuant to the option exercise, and BHC recorded a net pretax
gain on the exercise of $152,224,000 in the first quarter of 1997.
BHC and Viacom now share equally in UPN funding requirements and in
UPN losses.
UPN has been organized as a partnership, and BHC's partnership
interest is accounted for under the equity method. The carrying value
of such interest totalled $5,293,000 at September 30, 1998 and
$1,112,000 at December 31, 1997, and is included in Investments in the
accompanying condensed consolidated balance sheets. UPN is still in
its early development and is expected to continue to incur significant
start-up losses and to require significant funding for the next
several years. However, Chris-Craft believes that the funds from the
Viacom option exercise will substantially offset BHC's aggregate UPN
funding for 1997 and 1998.
UPN's condensed statements of operations are as follows (in
thousands):
Three Months Nine Months
Ended September 30, Ended September 30,
------------------- -------------------
1998 1997 1998 1997
--------- --------- --------- ---------
Operating revenues* $ 19,012 $ 21,987 $ 66,808 $ 54,896
Operating expenses* 40,266 61,358 173,623 159,323
--------- --------- --------- ---------
Operating loss (21,254) (39,371) (106,815) (104,427)
Other income, net 379 213 1,177 1,327
--------- --------- --------- ---------
Net loss $ (20,875)$ (39,158) $(105,638)$(103,100)
========= ========= ========= =========
* With respect to certain of its programming, through August 31,
1997 UPN derived no revenue and incurred no programming expense.
<PAGE>
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4. SHAREHOLDERS' INVESTMENT:
Chris-Craft paid 3% stock dividends on its common and Class B
common stock in the respective shares of such classes on April 2,
1998. During the nine months ended September 30, 1998, 210,060 shares
of Class B common stock were converted into 210,060 shares of common
stock, and 6,034 shares of $1.40 convertible preferred stock were
converted into 90,108 shares of common stock and 113,701 shares of
Class B common stock. In addition, 163,695 shares of common stock,
including 7,396 shares held in treasury, were issued upon exercise of
stock options and 7,396 shares of common stock were received in
partial payment of option exercises. During the nine month period,
335,900 shares of common stock were purchased by Chris-Craft, all of
which were held in treasury at September 30, 1998. As of September
30, 1998, 891,602 shares of common stock and 12,899 shares of $1.00
prior preferred stock remained authorized for purchase.
As of September 30, 1998, shares of Chris-Craft's authorized but
unissued common stock were reserved for issuance as follows:
Shares
----------
Conversion of Class B common stock 8,071,327
Conversion of $1.40 convertible preferred stock 8,147,234*
Stock options (including options
outstanding for 1,248,854 shares) 2,887,747
----------
19,106,308
==========
*Including Class B common shares.
5. COMPREHENSIVE INCOME:
Effective January 1, 1998, Chris-Craft adopted Statement of
Financial Accounting Standards No. 130, "Reporting Comprehensive
Income." Other comprehensive income (loss) includes only unrealized
gains and losses on marketable securities classified as available-for-
sale (see Note 2), net of a reclassification adjustment for gains
(losses) included in net income. Comprehensive income is as follows
(in thousands):
Three Months Nine Months
Ended Ended
September 30, September 30,
---------------- ---------------
1998 1997 1998 1997
-------- ------- ------- -------
Net income $14,505 $ 4,524 $28,397 $89,714
Other comprehensive income (loss),
net of taxes and minority
interests (2,235) 770 4,478 1,422
------- ------- ------- -------
Comprehensive income $12,270 $ 5,294 $32,875 $91,136
======= ======= ======= =======
<PAGE>
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6. CAPITAL TRANSACTIONS OF SUBSIDIARIES:
Since April 1990, BHC's Board of Directors has authorized the
purchase of up to 7,081,087 Class A common shares. Through September
30, 1998, 6,891,790, shares were purchased, including 226,503 shares
from UTV, for a total cost of $516.1 million, including $62.5 million
in the first nine months of 1998. From 1993 through September 30,
1998, UTV purchased 1,454,376 of its common shares at an aggregate
cost of $94.1 million, including $7.0 million for the first nine
months of 1998, and $2.4 million in the first nine months of 1997.
Such purchases, together with proceeds from the exercise of UTV
stock options and BHC's special $1.00 per share dividend, in both
periods, are reflected in capital transactions of subsidiaries in the
accompanying condensed consolidated statements of cash flows, net of
intercompany eliminations.
7. COMMITMENTS AND CONTINGENCIES:
Commitments of Chris-Craft's television stations for film
contracts entered into but not available for broadcasting at September
30, 1998 aggregated approximately $329.6 million, including $83.5
million applicable to UTV. BHC also has a remaining commitment to
invest over time up to $24.8 million, of which $14.8 million is to be
invested in management buyout limited partnerships, including $11.0
million applicable to UTV.
BHC expects to make significant expenditures developing UPN. See
Note 3.
In 1997, UTV signed a definitive agreement to purchase the assets
of UHF television station WRBW in Orlando, Florida, for approximately
$60 million and possible future consideration. The acquisition is
subject to FCC approval and other conditions in the agreement.
As set forth in Note 9 of Notes to Consolidated Financial
Statements in Chris-Craft's 1997 Annual Report, Chris-Craft has been
named as a defendant (or a "potentially responsible party") in certain
actions seeking recovery for environmental damage allegedly related to
(i) the activities (discontinued since 1983) of 50% owned Montrose
Chemical Corporation of California ("Montrose California") and (ii)
the activities of Montrose Chemical Co., a predecessor company to
Chris-Craft. Chris-Craft does not presently consider liability to be
"probable" in any of the Montrose California related matters and is
unable to determine at this stage if it could have any liability
regarding Montrose Chemical Co. Accordingly, no amount has been
reserved in Chris-Craft's financial statements relating to these
matters.
<PAGE>
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8. EARNINGS PER SHARE:
Computations of earnings per share, all of which give retroactive
effect to the April 1998 3% stock dividend, are as follows (in
thousands of dollars except per share amounts):
<TABLE>
Three Months Nine Months
Ended September 30, Ended September 30,
---------------------- ----------------------
1998 1997 1998 1997
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
BASIC:
- ------
Weighted average common and Class
B common shares outstanding 32,598,026 32,555,874 32,542,165 32,438,493
========== ========== ========== ==========
Net income $ 14,505 $ 4,524 $ 28,397 $ 89,714
Less: Preferred stock dividend (103) (105) (310) (315)
---------- ---------- ---------- ----------
Income available to common
shareholders $ 14,402 $ 4,419 $ 28,087 $ 89,399
========== ========== ========== ==========
Basic earnings per share $ .44 $ .14 $ .86 $ 2.76
========== ========== ========== ==========
DILUTED:
- --------
Weighted average common and Class
B common shares outstanding 32,598,026 32,555,874 32,542,165 32,438,493
Assumed conversion of $1.40
preferred stock 8,146,997 8,378,917 8,256,387 8,399,362
Assumed exercise of stock options 211,945 379,135 302,022 352,374
---------- ---------- ---------- ----------
Total shares used in computation 40,956,968 41,313,926 41,100,574 41,190,229
========== ========== ========== ==========
Income available to common
shareholders $ 14,402 $ 4,419 $ 28,087 $ 89,399
Convertible preferred stock
dividend 85 87 255 260
Dilution of UTV net income from
UTV stock options (20) (32) (60) (98)
----------- ---------- ---------- ----------
$ 14,467 $ 4,474 $ 28,282 $ 89,561
========== ========== ========== ==========
Diluted earnings per share $ .35 $ .11 $ .69 $ 2.17
========== ========== ========== ==========
</TABLE>
<PAGE>
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CHRIS-CRAFT INDUSTRIES, INC.
----------------------------
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
--------------------------------------------
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
------------------------------------------------
Liquidity and Capital Resources
- -------------------------------
Chris-Craft's financial position is strong and highly liquid.
Consolidated cash and marketable securities totalled $1.40 billion at
September 30, 1998, and Chris-Craft has no debt outstanding. Chris-
Craft's 79.9% owned television broadcasting subsidiary, BHC
Communications, Inc., has expended significant funds developing United
Paramount Network since UPN's inception in 1994, but cash flow
provided from BHC's operating activities has exceeded such BHC funding
of UPN.
Chris-Craft's operating cash flow is generated primarily by the
Television Division's core television station group. Broadcast cash
flow reflects station operating income plus depreciation and film
contract amortization less film contract payments. The relationship
between film contract payments and related amortization may vary
greatly between periods (payments exceeded amortization by $14.1
million in the first nine months of 1998 and by $5.1 million in the
corresponding 1997 period), and is dependent upon the mix of programs
aired and payment terms of the stations' contracts. Reflecting such
amounts, broadcast cash flow in the first nine months of 1998 declined
14.3%, while station earnings declined only 5%, as explained below.
Although broadcast cash flow is often used in the broadcast television
industry as an ancillary measure, it is not synonymous with operating
cash flow computed in accordance with generally accepted accounting
principles, and should not be considered alone or as a substitute for
measures of performance computed in accordance with generally accepted
accounting principles.
Chris-Craft's cash flow additionally reflects earnings associated with
its cash and marketable securities, most of which are held by BHC.
Consolidated cash and marketable securities declined to $1.40 billion
at September 30, 1998, from $1.50 billion at December 31, 1997. Such
decline occurred despite an increase in operating cash flow, primarily
due to the $80.3 million television station acquisition, described
below, UPN funding and treasury stock purchases by Chris-Craft and
BHC. Operating cash flow for the first nine months of 1998 rose to
$120.2 million from $107.7 million, despite the decline in broadcast
cash flow, primarily because the 1997 amount includes income tax
payments related to the UPN distribution described below (the
distribution is reported as a cash flow from investing activities).
BHC generates most of Chris-Craft's consolidated cash flow. Parent
company obligations consist solely of corporate office expenditures,
current and accrued. Most parent company cash flow in recent years
has been provided from the receipt by Chris-Craft of its share of
special dividends paid by BHC. In February 1998, BHC paid a special
<PAGE>
Page 12
cash dividend of $1.00 per share, aggregating $22.7 million, of which
$18 million was received by Chris-Craft. In February 1997, BHC paid a
similar special cash dividend of $1.00 per share, aggregating $23.6
million, of which $18 million was received by Chris-Craft. BHC plans
to consider annually the payment of a special dividend.
Since April 1990, BHC's Board of Directors has authorized the purchase
of up to 7,081,087 Class A common shares. Through September 30, 1998,
6,891,790 shares were purchased, including 226,503 shares from UTV,
for a total cost of $516.1 million, including $62.5 million in 1998.
From 1993 through September 30, 1998, UTV purchased 1,454,376 of its
common shares at an aggregate cost of $94.1 million, of which $7.0
million was expended in the first nine months of 1998, and, at
September 30, 1998, 729,649 UTV shares remained authorized for
purchase.
In January 1998, UTV purchased the assets of UHF television station
WHSW, Channel 24, in Baltimore, Maryland for $80.3 million in cash.
The station's call letters were changed to WUTB and the station became
a UPN affiliate. UTV has signed a definitive agreement to purchase
the assets of WRBW in Orlando, Florida, for approximately $60 million
and possible future consideration. UTV expects to use a portion of
available cash and marketable securities balances to complete this
transaction, which is subject to Federal Communications Commission
approval, as well as satisfaction of certain conditions. Chris-Craft
intends to further expand its operations in the media, entertainment
and communications industries and to explore business opportunities in
other industries. Chris-Craft believes it is capable of raising
significant additional capital to augment its already substantial
financial resources, if desired, to fund such additional expansion.
In July 1994, BHC, along with Viacom Inc.'s Paramount Television
Group, formed UPN, a fifth broadcast television network which
premiered in January 1995. BHC owned 100% of UPN from its inception
through January 15, 1997, when Viacom completed the exercise of its
option to acquire a 50% interest in UPN. The purchase price included
$155 million in cash (an amount equal to one-half of BHC's aggregate
cash contributions to UPN through the exercise date, plus interest),
additional cash available for ongoing UPN expenditures, as well as a
non-cash contribution of UPN development costs previously incurred by
Viacom. UPN distributed $116.3 million to BHC following the closing,
and BHC recorded a net pretax gain of $152.2 million on the
transaction in the first quarter of 1997. BHC and Viacom now share
equally in UPN losses and funding requirements. UPN, still in its
early development, incurred start-up losses of $170.2 million in 1997,
$146.3 million in 1996 and $129.3 million in 1995, and is expected for
the next several years to continue to incur substantial start-up
losses and to require significant funding. BHC funding of UPN
totalled $57.0 million in the first nine months of 1998.
Chris-Craft's television stations make commitments for programming
that will not be available for telecasting until future dates. At
September 30, 1998, commitments for such programming totalled
<PAGE>
Page 13
approximately $329.6 million, including $83.5 million applicable to
UTV. BHC also has a remaining commitment to invest over time up to
$24.8 million, of which $14.8 million is to be invested in management
buyout limited partnerships, including $11.0 million applicable to
UTV. Chris-Craft capital expenditures generally have not been
material in relation to its financial position, and the related
capital expenditure commitments at September 30, 1998 (including any
related to UPN) were not material. During 1998, Chris-Craft began the
process of converting its stations to digital television. This
conversion will require the purchase of digital transmitting equipment
to telecast over newly assigned frequencies. This conversion is
expected to take place over a number of years and will proceed as
market conditions require. Chris-Craft expects that its expenditures
for UPN, future film contract commitments and capital requirements for
its present business, including the cost to convert to digital
television, will be funded primarily from operations, marketable
securities or cash balances.
As set forth in Note 7, Chris-Craft has been named as a defendant (or
a "potentially responsible party") in certain actions seeking recovery
for environmental damage allegedly related to (i) the activities
(discontinued since 1983) of 50% owned Montrose Chemical Corporation
of California ("Montrose California") and (ii) the activities of
Montrose Chemical Co., a predecessor company to Chris-Craft. As
further set forth in Note 7, Chris-Craft does not presently consider
liability to be "probable" in any of the Montrose California related
matters and is unable to determine at this stage if it could have any
liability regarding Montrose Chemical Co. Accordingly, no amount has
been reserved in Chris-Craft's financial statements relating to these
matters.
Results of Operations
- ---------------------
Chris-Craft net income in the third quarter of 1998 increased to
$14,505,000, or $.44 per share ($.35 per share diluted), from net
income in last year's period of $4,524,000, or $.14 per share ($.11
per share diluted). The increase in net income primarily reflects
differences between the two periods in amounts associated with stock
price based retirement plan expense, and differences in the timing of
expenses incurred by UPN, which resulted in the network's posting a
lower loss than in last year's third quarter. UPN, which is 50% owned
by BHC, incurred the significant expenses of its fall schedule launch
in this year's fourth quarter, but incurred comparable expenses last
year in the third quarter.
Net income for the first nine months of 1998 declined to $28,397,000,
or $.86 per share ($.69 per share diluted), from net income in last
year's corresponding period of $89,714,000, or $2.76 per share ($2.17
per share diluted), primarily reflecting the 1997 first quarter gain
of $152,224,000 recorded on the transaction through which BHC reduced
its UPN ownership interest to its current 50% from 100%.
<PAGE>
Page 14
Operating revenues and operating income for the third quarter and nine
month periods ended September 30, 1998 and 1997 are as follows (in
thousands):
Operating Revenues Operating Income
------------------ ------------------
1998 1997 1998 1997
-------- -------- -------- --------
Third Quarter
Television Division $102,794 $105,998 $ 23,825 $ 23,959
Industrial Division 4,558 4,909 366 599
Corporate and other - - 448 (5,749)
-------- -------- -------- --------
$107,352 $110,907 $ 24,639 $ 18,809
======== ======== ======== ========
Nine Months
Television Division $322,869 $325,951 $ 77,866 $ 81,317
Industrial Division 15,142 15,387 2,180 1,974
Corporate and other - - (11,579) (17,211)
-------- -------- -------- --------
$338,011 $341,338 $ 68,467 $ 66,080
======== ======== ======== ========
Operating income in the quarter rose to $24,639,000, from last year's
$18,809,000. This year's third quarter decline in the market price of
Chris-Craft common stock, coupled with its market price increase in
last year's third quarter, produced a favorable swing of approximately
$9.4 million in amounts recorded for stock price based retirement
plans. Operating income for the nine months increased to $68,467,000
from $66,080,000, as the favorable difference in amounts recorded for
stock price based retirement plans, approximately $9.0 million between
the nine month periods, was substantially offset by Television
Division results.
Television Division operating income in the quarter totalled
$23,825,000, just below last year's $23,959,000. Higher income at
BHC's production subsidiaries offset a decline in station earnings.
Station earnings declined 8%, to $26,302,000 from $28,487,000, and,
excluding station amounts associated with stock price based retirement
plan expense, declined 17%. Station operating revenues, including
those of WUTB, declined 3%, to $100,703,000 from $103,829,000. Same
station revenues in the quarter declined 5%.
For the first nine months of 1998, Television Division operating
income declined 4%, to $77,866,000 from $81,317,000, as a decline in
station earnings and WUTB goodwill amortization were only partially
offset by higher earnings at BHC's television production subsidiaries.
Station earnings for the period declined 5%, to $86,543,000 from
$90,731,000, and declined 8% excluding amounts associated with stock
price based retirement plans. Total station operating revenues
declined 1%, to $316,334,000 from $319,573,000, and same station
revenues for the period declined 2%.
<PAGE>
Page 15
Operating income at the Industrial Division declined in the third
quarter, to $366,000 from $599,000. The decline reflects certain
legal expenses and a 7% decline in operating revenues. The Division's
nine month operating income rose 10%, to $2,180,000 from $1,974,000,
as operating revenues for the period declined 2% and overall profit
margins improved.
UPN's third quarter loss declined substantially from last year's,
primarily due to UPN's delaying the premiere of its fall schedule to
early October. BHC's 50% share of such loss totalled $10,438,000,
compared to last year's $19,579,000. BHC's share of UPN's year to
date loss totalled $52,819,000 compared to last year's $53,881,000, as
higher UPN losses for the first nine months of 1998, attributable in
part to mid-season programming changes, were offset by the effect of
the differing launch dates of UPN's fall schedule.
Interest and other income, which consists mostly of amounts earned on
Chris-Craft's consolidated cash and marketable securities holdings,
totalled $19,983,000 in the third quarter, compared to $20,558,000
last year, and totalled $59,707,000 in the nine month period, compared
to $60,217,000 last year. The impact of lower interest rates has been
only partially offset by an increase in gains on dispositions of
marketable securities.
Chris-Craft's effective income tax rate declined to 38% in 1998 from
41% in 1997 (46% in last year's third quarter), reflecting the
recognition in 1998 of certain income tax credits.
Minority interest reflects the interest of shareholders other than
Chris-Craft in the net income of BHC, 79.9% owned by Chris-Craft at
September 30, 1998 and 77.6% owned by Chris-Craft at September 30,
1997, and the interest of shareholders other than BHC in the net
income of UTV, 58.6% owned by BHC at September 30, 1998 and September
30, 1997.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
------------------------------------------------------------------
Not applicable.
<PAGE>
Page 16
CHRIS-CRAFT INDUSTRIES, INC.
----------------------------
PART II. OTHER INFORMATION
--------------------------
Item 6. Exhibits and Reports on Form 8-K.
---------------------------------
(a) The following exhibits are filed herewith:
Exhibit No. Description
----------- -----------
27 Financial Data Schedule
(b) No report on Form 8-K was filed during the quarter for which
this report is filed.
SIGNATURE
---------
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
CHRIS-CRAFT INDUSTRIES, INC.
----------------------------
(Registrant)
By: /s/ JOELEN K. MERKEL
----------------------------
Joelen K. Merkel
Vice President and Treasurer
(Principal Accounting Officer)
Date: November 12, 1998
<PAGE>
Page 17
EXHIBIT INDEX
Incorporated by
Reference to: Exhibit No. Exhibit
- ------------- ----------- -------
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL
INFORMATION EXTRACTED FROM 10Q DATED
SEPTEMBER 30, 1998 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> SEP-30-1998
<CASH> 303206
<SECURITIES> 1096253
<RECEIVABLES> 79962
<ALLOWANCES> 4930
<INVENTORY> 2827
<CURRENT-ASSETS> 1645809
<PP&E> 156716
<DEPRECIATION> 107073
<TOTAL-ASSETS> 2248936
<CURRENT-LIABILITIES> 278740
<BONDS> 0
0
5788
<COMMON> 17235
<OTHER-SE> 1378873
<TOTAL-LIABILITY-AND-EQUITY> 2248936
<SALES> 15142
<TOTAL-REVENUES> 338011
<CGS> 9946
<TOTAL-COSTS> 269544
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 75355
<INCOME-TAX> 28500
<INCOME-CONTINUING> 28397
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 28397
<EPS-PRIMARY> .86
<EPS-DILUTED> .69
</TABLE>
